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BEE CASHBACK HOME | BCH ICO

BCH Creation Conditions

Explanatory Note & Governance Terms

Principles:

By transferring Ether (ETH), other accepted ERC20 tokens, or cryptocurrency to the Blockchain Address purchasing BCH, the User understands and accepts that the User makes a contribution into a Smart Contract System for the development of the BEE CASHBACK HOME (BCH Project), as described in the BCH Project Whitepaper (“BCH Project Whitepaper”). For the Whitepaper and/or further information on the BCH Project, visit: https://www.bch-project.io. The information contained in the Whitepaper and on the website are of descriptive nature only, are not binding and do – unless explicitly referred to herein – not form part of the Terms as set forth under para. 4 below.

The User understands and accepts that while the individuals and entities, including Dwellincon Ltd. Located in: 78 York Street, London, England

W1H 1DP(hereinafter “BCH Project”), assigned to this task will make reasonable efforts to develop and complete the BCH Project, it is possible that such development may fail and User’s BCH become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also para 14. Risks).

The User is also aware of the risk that even if all or parts of the BCH Project are successfully developed and released in full or in parts, due to a lack of public interest, the BCH Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. The User therefore understands and accepts that the transfer of ETH or other ERC20 tokens to the Smart Contract System and the creation of BCH by the Smart Contract System carry significant financial, regulatory and/or reputational risks (including the complete loss of value of purchased BCH if any, and attributed features of the BCH Project).

The User furthermore understands and accepts that - as the purchase of the BCH as well as the assignment of the execution of the BCH Project are smart contract based - the terms and conditions applicable thereon are set forth in the Smart Contract System Code, consisting of multiple interconnected software codes, existing on the Ethereum blockchain at as set forth on the website: https://www.bch-project.io. To the extent the terms contained herein or in any other document or communication contradict to the ones set forth in the Smart Contract System, the terms of the Smart Contract System prevail. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations to Dwellincon Ltd. or publisher of these terms or developer of the Smart Contract System and/or any other person, entity and/or affiliates involved with the deployment of the Smart Contract System and the setting up of the BCH Project beyond those set forth in the Smart Contract System.

By transferring ETH or other ERC20 tokens to the Smart Contract System, the User expressly agrees to all of the terms and conditions set forth in Smart

Contract System Code existing on the Ethereum blockchain (at the addresses set forth under para 4) and in this document (together the “Terms”). The User further confirms to have carefully reviewed the Smart Contract System Code, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs of purchasing BCH and contributing into a Smart Contract System for the development of the BCH Project.

This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System.

By transferring ETH or other ERC20 tokens to the Smart Contract System and/or receiving BCH, no form of partnership, joint venture or any similar relationship between the Users and Dwellingcon Ltd. and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the BCH Project is created.

The contribution into the Smart Contract System will not involve any Fiat currencies and will strictly be done in Ethereum cryptocurrency (ETH), Bitcoins (BTC) or Litecoin (LTC).

BCH Creation Function

2.1. Contribution

Accepted ERC20 token: The Smart Contract System accepts contributions of the following token: ETH, BTC and LTC (“Contribution Tokens”).

Token Pools: For the ICO Period, the amount of 50.000.000 BCH is has been created by the Smart Contract System, all of equal value and functionality, however, divided by the creators into four different pools.

Pool A (Seed Investment) consisting of 2% of the total amount of BCH, intended to be sold by the Smart Contract System during the ICO Period for public backers and early contributors.

Pool B (Pre-Sale 1) of 10% of total amount of BCH, intended to be sold by the Smart Contract System at the end of ICO Period for the purpose: If ICO Period has ended, the Smart Contract System allocates the remaining % of Pool B to creators wallet of BCH, Pool B BCH will be locked and not transferable for 12 months, starting at the end of the ICO Period.;

Pool C (Pre-Sale 2) consisting of 12% of the total amount of BCH, intended to be sold by the Smart Contract System at the end of ICO Period: If ICO Period has ended, the Smart Contract System allocates the remaining Pool C BCH to creators wallet of BCH will be locked and not transferable for 12 months, starting at the end of the ICO Period.;

Pool D (Pre-Sale 3) of 13% of the total amount of BCH, intended to be sold by the Smart Contract System at the end of ICO Period: If ICO Period has ended, the Smart Contract System allocates the remaining Pool D BCH to creators wallet of BCH will be locked and not transferable for 12 months, starting at the end of the ICO Period;

Pool E (ICO) of 18% of the total amount of BCH, intended to be sold by the Smart Contract System at the end of ICO Period: If ICO Period has ended, the Smart Contract System allocates the remaining Pool E BCH to BCH Project to call a sell function triggering the sale of all or parts of the BCH held by this smart-contract (see below para 9); Pool E BCH will be locked and not transferable for 6 months, starting at the end of the ICO Period.;

2.2. Target Contribution Quantity:

The Target Contribution Quantity is €23.650.000 contributed in ETH, BTC or LTC or a mixed combination of all mentioned payment methods. Only contributions made in ETH, BTC and LTC will be allowed on the Blockchain however we also accept Fiat payments via bank transfer in EURO, USD, GBP and TRL. If during the 120-day ICO Period, the Target Contribution Amount has been reached, the ICO Period will last a final 7 Days as detailed in para 3. Each BCH will have the same functions implemented.

2.3. Maximum Contribution Quantity:

The Maximum Contribution Quantity is €25.000.000 in ETH, BTC and LTC will be allowed on the Blockchain however we also accept Fiat payments via bank transfer in EURO, USD, GBP and TRL. If during the 7 Day Extension, the Maximal Contribution Amount has been reached, the ICO Period will automatically end. Each BCH will have the same functions implemented.

ICO Period:

The ICO Period starts on October 15th 2018, and lasts for a maximal duration of 120 days (Maximal Duration Of ICO Period, unless extended by the 7 Day Extension period according to para. 3.1. or reduced if the Maximum Contribution Quantity has been reached according to para. 3.3.).

3.1 Days Extension period:

If cryptocurrency and/or fiat contributions in the quantity of €23.650.000 have been made, the ICO Period shall last an additional 7 days (even if thereby extending or reducing the duration of the ICO Period) and then automatically terminates. If within these 7 days, cryptocurrency contributions total

€ 25.000.000, the 7-day period will end and the ICO Period will finish.

3.2. Minimal / Maximal contribution amounts per User:

No minimal or maximal contribution amounts per User are inbuilt in the Smart Contract System.

3.3. Manual Activation Threshold:

If contributions in ETH amount to a quantity lower than 500 ETH (without any Contributions in any Token other than ETH), have been made during the ICO Period (Manual Activation Threshold), the project is considered to have failed and each User will have the ability to be refunded the transfer of the respective amount of Contribution Tokens submitted to the Smart Contract System from the Smart Contract System’s address back to the address used to transfer the Contribution Tokens to the Smart Contract System.

3.4. ICO Phases:

SEED INVESTMENT: 21.08.2018 - 15.10.2018 (1 BCH = €0,50)

PRE-SALE 1: 15.10.2018 - 12.11.2018 (1 BCH = €0,70)

PRE-SALE 2: 12.11.2018 - 10.12.2018 (1 BCH = €0,80)

PRE-SALE 3: 10.12.2018 - 07.01.2019 (1 BCH = €0,90)

ICO STARTS: 07.01.2019

ICO ENDS: 04.02.2019

Creation and Allocation of BCH:

The creation and allocation of BCH of Pool A by the Smart Contract System are initiated by the User sending an amount of Contribution Tokens to the Smart Contract System, located on the Ethereum blockchain at the addresses set forth under para 4.1., which triggers a smart contract operation. The Smart Contract System manualy allocates the corresponding BCH to the User’s wallet address, in an amount as purchased during certain ICO stage according to para 8 hereinafter, from where the Contribution Tokens were sent from. User therefore shall assure to make his contribution using an address to which the Smart Contract System can send back ETH, BTC or LTC and/or BCH to (e.g. not an address of a currency exchange or other provider such as Coinbase). Issuance of BCH (meaning that respective entries of the Public Key (PUK) of User) are made by the Smart Contract System on the blockchain according to the allocation information in the Smart Contract System.

No Refund:

The User understands and accepts that all contributions / purchases of BCH are final and may not be reversed. Contributions of Contribution Tokens and purchases of BCH are non-refundable. By purchasing BCH, the user acknowledges that he has no right to request a refund for any reason, and that the User will not receive money or other compensation for any BCH that is not used or remains unused. Exception is the lower contribution than 500 ETH during ICO Period.

Assure to use the original Smart Contracts:

Only the Smart Contract(s) existing at the addresses set forth under para 4.1. will issue BCH during the ICO Periods. Access to this Smart Contract will be available through the BCH Project website at https://www.bch-project.io. To the extent that any third-party website, service or smart-contracts offers BCH

during the ICO Periods or facilitates the sale or transfer of BCH in any way during the ICO Periods or at any time up to the release of the Genesis Block, such third-party websites or services are, unless explicitly mentioned on the BCH Project website at https://www.bch-project.io, not authorized by Dwellincon Ltd. and have no relationship in any way with BCH Project.

Transferability of BCH during the ICO Period:

Any and all BCH will be locked, and are therefore not transferable, until ICO Period has ended as set forth in the Whitepaper on February 4th 2019. After the end of the Token Sale, all BCH in Pool A will become tradable. For avoidance of doubt, all BCH in Pools B, C, D and E must not be tradable for a period of 3 months since the ICO end date.

Pricing:

The rate during ICO Period for each BCH of Pool A:

1 BCH = €0.50

Payments in fiat and/or accepted cryptocurrency of Pool A will be automatically defined by the coinpayments.net system as of live cryptocurrency and fiat exchange value to EURO during transaction.

Pool B:

1 BCH = €0.70

Payments in fiat and/or accepted cryptocurrency of Pool A will be automatically defined by the coinpayments.net system as of live cryptocurrency and fiat exchange value to EURO during transaction.

Pool C:

1 BCH = €0.80

Payments in fiat and/or accepted cryptocurrency of Pool A will be automatically defined by the coinpayments.net system as of live cryptocurrency and fiat exchange value to EURO during transaction.

Pool D:

1 BCH = €0.90

Payments in fiat and/or accepted cryptocurrency of Pool A will be automatically defined by the coinpayments.net system as of live cryptocurrency and fiat exchange value to EURO during transaction.

Pool E:

1 BCH = €1.00

Payments in fiat and/or accepted cryptocurrency of Pool A will be automatically defined by the coinpayments.net system as of live cryptocurrency and fiat exchange value to EURO during transaction.

Pre-Allocation of BCH:

The User understands and accepts that out of the total Launch Quantity,

the remaining of total amount of BCH (Pool B), will be directly released by the Smart Contract System to the creators wallet of BCH. Pool B BCH will be locked and may not be transferred for a period of 12 months, starting at the end of the ICO Period.

The remaining of total amount of BCH (Pool C), will be directly released to creators wallet of BCH and will be locked and not transferable for 12 months, starting at the end of the ICO Period.

Pool D of remaining % of the total amount of BCH will be directly released to creators wallet of BCH and will be locked and not transferable for 12 months, starting at the end of the ICO Period.

Pool E of remaining % of the total amount of BCH will be allocated to another smart-contract which allows BCH Project to call a sell function triggering the sale of all or parts of the BCH held by this smart-contract as part of an auction pursuant the functionality of this smart-contract. Pool E BCH will be locked and may not be transferred for a period of 6 months, starting at the end of the ICO Period.

BCH Functionality:

BCH are only for use in connection with the BCH Project under the terms of the Smart Contract System and under the terms of the BCH Project (to be released), and only constitute a transferable representation of attributed functions of the Smart Contract System. Through the allocation of BCH to a User, the User has the right to allocate, sell or use the BCH in the BCH Project at any time. Once BCH is listed on a cryptocurrency exchange the User might be able to exchange BCH to fiat or other cryptocurrency or make payments within the BCH Project or partner merchants of BCH Project if accepted. The User understands and hereby agrees that the sole and exclusive usage rights of these IPR are assigned to Dwellincon Ltd. (BCH Project). Beyond this, ownership of BCH carries no rights express or implied. In particular, User understands and accepts that he has no right to claim as holder of BCH any equity or equivalent rights or any other form of participation in or relating to the BCH Project and/or Dwellincon Ltd.

Representation and Warranties of User:

By transferring Contribution Tokens to the Smart Contract and receiving BCH, the User represents and warrants that:

the user is not a citizen or resident of a country, whose legislation conflicts with the present sale of BCH and/or the BCH Project in general.

the User has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and Ether (ETH), and blockchain-based software systems;

the User understands and accepts that there is no warranty or assurance that the Etherium Network System will allocate the BCH to the Users as proposed by these Terms.

the User has carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth under para 4.1. and fully understands and accepts the functions implemented therein;

the User is legally permitted to transfer Contribution Tokens to the Smart Contract System, receive and obtain BCH in the User’s jurisdiction;

User will contribute Contribution Tokens from a Wallet or Wallet service provider that technically supports the BCH (ERC-20) Token;

User understands and accepts, that failure to assure this may have the result that User will not gain access to his BCH;

the User is legally permitted to receive software and contributing to the Smart Contract System for the development of the BCH Project;

the User is of a sufficient age to legally purchase and obtain BCH;

the User will take sole responsibility for any restrictions and risks associated with the receiving of BCH by the Smart Contract System as set forth below;

the User is not submitting Contribution Tokens to the Smart Contract System to obtain BCH for the purpose of speculative investment;

the User is not obtaining or using BCH for any illegal purposes;

the User is purchasing BCH issued by the Smart Contract System primarily to support the development, testing, deployment and operation of the BCH Project, being aware of the commercial risks associated with the BCH Project;

the User waives the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the creation of BCH;

the User understands the purchase of BCH does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

the User understands that the transfer of Contribution Tokens to the Smart Contract System, the purchase of BCH and the development of the BCH Project carries significant financial, regulatory and reputational risks as further set forth in the Terms;

the User understands and expressly accepts that there is no warranty whatsoever on BCH, the Smart Contract System and/or the success of the BCH Project, expressed or implied, to the extent permitted by law, and that the Smart Contract System is used and BCH are purchased and obtained at the sole risk of the User on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose;

the User understands that the User has, other than as implemented in the Smart Contract System in case the Manual Activation Threshold has not been reached (see para 3.3.), no right against any other party to request any refund of the Contribution Tokens submitted to the Smart Contract System for the creation of the BCH under any circumstance;

the User understands with regard to BCH no market liquidity may be guaranteed and that the value of BCH over time may experience extreme volatility or depreciate in full;

the User understands that the User bears the sole responsibility to determine if the User’s contribution to the Smart Contract System for the development of the BCH Project, the transfer of Contribution Tokens to the Smart Contract System, the purchase, ownership or use of BCH, the potential appreciation or depreciation in the value of BCH over time, the sale and purchase of BCH and/or any other action or transaction related to the BCH Project have tax implications for him; by purchasing, holding or using BCH, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors (e.g. contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of BCH or any other action or transaction related to the BCH Project.

As part of the purchasing process the User will use own account (address) on the Ethereum network, associated to this wallet address. Following the purchase of BCH by the Smart Contract System, the BCH will be transferred to the User's address by the Smart Contract System. The User understands that the User must keep his password and private key safe and that the User may not share them with anybody. The User further understands that if his private key and/or password is lost or stolen, the User will not be able to generate a new password or recover his private key, and if the User also loses his private keys and password, the BCH associated with the User's account (address) will be unrecoverable and will be permanently lost. Furthermore, the User understands that there is no recovery mechanism for lost keys and passwords, so no one will be able to help the User retrieve or reconstruct a lost password and private keys and provide the User with access to any lost BCH.

BCH Project Execution:

The User understands and accepts that the development and execution of the BCH Project will be released by the Smart Contract System to the wallet of a third party contractor, BCH Project. (to be incorporated using parts of the contributed funds in Switzerland or any other desired country by Dwellincon Ltd., “BEE CASHBACK HOME HOLDING”). BCH Technology shall use the funds only for the purpose of the development and execution of the BCH Project and has the right to engage subcontractors to perform the entire or partial development and execution of the BCH Project.

The User understands and accepts that for the purpose of the development and execution of the BCH Project, Dwellincon Ltd. receives a flat fee consisting of 50% of total BCH, the potential revenues of the sale of Pool E BCH and the full amount of Contribution Tokens transferred to the Smart Contract System during the ICO Period. This flat fee covers expenses, charges and other costs that may arise by Dwellincon Ltd. and/or its subcontractors as part of the development and execution of the BCH Project. It remains at Dwellincon LTD’s sole discretion to decide how to allocate the funds in order to develop and execute the BCH Project.

The User understands and accepts that the User may not have any expectation of influence over governance on the BCH Project.

The User understands and accepts that the BCH Project will need to go through substantial development works as part of which they may become subject of significant conceptual, technical and commercial changes before release.

User understands and accepts that as part of the development, an upgrade of the BCH may be required (hard-fork of BCH) and that, if User decides not to participate in such upgrade, he may no longer use his BCH and that non-upgraded BCH may lose their functionality in full.

Audit of the Smart Contract System:

The Smart Contract System has been, on a reasonable effort basis, audited and approved by technical experts. The technical experts have confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art.

However, the User understands and accepts that smart contract technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, the User understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract System and the BCH are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of Contribution Tokens and/or BCH.

Risks:

The User understands and accepts the risks in connection with transferring Contribution Tokens to the Smart Contract System and purchasing BCH as exemplary set forth above and hereinafter. In particular, but not concluding, the User understands the inherent risks listed hereinafter:

Risk of software weaknesses:

The User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven, why there is no warranty that the process for purchasing BCH will be uninterrupted or error-free and why there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Contribution Tokens and/or BCH.

14.1. Regulatory risk:

The User understands and accepts that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications of the Smart Contract System and/or the BCH Project, including its termination and the loss of BCH for the User.

14.2. Risk of abandonment / lack of success:

The User understands and accepts that the purchase of the BCH and the development of the BCH Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The User therefore understands that there is no assurance that, even if the BCH Project is partially or fully developed and launched, the User will receive any benefits through the BCH held by him.

14.3. Risk associated with other applications:

The User understands and accepts that the BCH Project and/or particular Dwellincon Ltd. may give rise to other, alternative projects, promoted by unaffiliated third parties, under which BCH will have no intrinsic value.

14.4. Risk of loss of private key:

BCH can only be accessed by using an Ethereum wallet with a combination of User’s account information (address), private key and password. The private key is encrypted with a password. The User understands and accepts that if his private key file or password respectively got lost or stolen, the obtained BCH associated with the User's account (address) or password will be unrecoverable and will be permanently lost.

14.5. Risk of theft:

The User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of BCH or Contribution Tokens, impacting the ability to develop the BCH Project.

14.6. Risk of Ethereum mining attacks:

The User understands and accepts that, as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of BCH transactions, and expected proper execution and sequencing of contract computations.

14.7. Risk of incompatible Wallet service:

The User understands and accepts, that the Wallet or Wallet service provider used for the contribution, has to be technically compatible with the BCH (ERC-20). The failure to assure this may have the result that User will not gain access to his BCH.

Taxation:

The User bears the sole responsibility to determine if his contribution into the Smart Contract System for the development of the BCH Project, the creation, ownership or use of BCH, the potential appreciation or depreciation in the value of BCH over time, the sale and purchase of BCH and/or any other action or transaction related to the BCH Project have tax implications for him.

By purchasing, holding or using BCH, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of BCH or any other action or transaction related to the BCH Project.

No Liability:

The User acknowledges and agrees that, to the fullest extent permitted by any applicable law, the User will not hold any developers, auditors contractors or founders of the BCH, the Smart Contract System and/or Dwellincon Ltd. liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, BCH or the Smart Contract System under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors contractors or founders of the Smart Contract System, the BCH and/or the BCH Project shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Smart Contract System, the BCH Project and/or BCH.

The User further specifically acknowledges that developers, auditors, contractors or founders of the BCH, Smart Contract System and/or the BCH Project are not liable, and the User agrees not to seek to hold them liable, for the conduct of third parties, including other creators of BCH, and that the risk of purchasing, holding and using BCH rests entirely with the User.

By purchasing, holding or using BCH, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the creation, ownership or use of BCH or any other action or transaction related to the BCH Project.

Miscellaneous:

The User understands and accepts that the network of miners will be ultimately in control of the Smart Contract System. The User understands that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run the new version of the Smart Contract System. Such a scenario could lead to BCH losing intrinsic value.

The Smart Contract System is located in Alderney. Consequently, the BCH creation and allocation and the assignment of the development and execution of the BCH Project to Dwellincon Ltd. are considered to be executed in Alderney.

The User agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

The Terms govern the purchase, ownership and use of BCH and supersede any public statements about the launch of BCH and/or the Smart Contract System made by anyone in the past, present and future.

The applicable law is UK law. Any dispute arising out of or in connection with the creation of the BCH and the development and execution of the BCH Project shall be finally settled by the ordinary courts of the registered domicile of the defendant.